General Terms | BORRMANN BRENNER BERLIN GmbH

General terms and conditions of business

1. General

1.1 Our terms and conditions of sale, delivery and payment shall apply to all transactions. These shall also apply if no specific reference is made to them. Even in the event of any deviating terms and conditions of our customers, our terms and conditions shall be deemed to be agreed, unless the customer had immediately and expressly objected to them in writing within the scope of the order confirmation and deviating terms and conditions had been agreed in writing. Differing or contradictory general terms and conditions of purchase of the customer shall not suffice for this purpose.

1.2 The possible legal invalidity of individual terms and conditions of sale shall not prevent the legal validity of the other provisions of the contract.

1.3 Our offers are always subject to confirmation, unless expressly stated otherwise.

1.4 The customer remains bound to his order for one month (binding offer period).

1.5 Orders shall only become binding for us upon our written confirmation. Our order confirmation alone shall be authoritative for the scope and subject matter of the delivery. If our order confirmation (declaration of acceptance) contains extensions, restrictions or other changes to the order, the purchaser shall be deemed to have given his consent, unless he immediately objects to this in writing. Verbal agreements, including those concerning ancillary agreements or deviations from these General Terms and Conditions of Sale, Delivery and Payment, shall only become legally effective with our written confirmation, irrespective of the time of their agreement. The cancellation of this written form clause can only be made in writing.

1.6 Unless otherwise agreed, our prices shall be understood as ex works plus the statutory value added tax.

Waybill stamps, siding charges and cartage shall be borne by the Purchaser. Agreed ancillary services shall be invoiced additionally and separately.

If deliveries and services are made to customers outside Germany, the terms of delivery according to INCOTERMS 1990 of the International Chambers of Commerce (valid as of 1.7.1990) shall largely be taken as a basis and - if necessary - shall be supplemented in writing.

1.7 Warranties and warranted characteristics shall only exist if they are expressly designated as such by us and, if applicable, agreed.

Otherwise, dimensions, weight, performance, quality, operating consumption and operating cost specifications etc. as well as illustrations and other technical specifications, in particular in brochures, are binding for us and are made subject to change.

1.8 We reserve the right to make changes to the design or shape, deviations in colour and changes to the scope of delivery.

1.9 We retain the copyright to drawings and other documents produced by us, without this requiring any express reference in each case. These documents always remain our property and may not be made accessible to third parties, subject to a contractual penalty of 10,000 euros. Further claims for damages are not excluded by this.

1.10. An agreed delivery period shall commence upon receipt of the order confirmation, but not before receipt of the documents, information, approvals, etc. to be procured by the Purchaser and not before receipt of any agreed advance payment.

Natural disasters and force majeure, war, riots, strikes, lockouts and operational disruptions of any kind, failure to deliver materials as well as other delays in the manufacturing process that occur through no fault of our own shall postpone the delivery date accordingly, but not beyond two months of the agreed date.

After expiry of this period, each side is entitled to withdraw from the contract. Claims for damages cannot be asserted in any of the above cases. If we are responsible for the impossibility of delivery or the delay in delivery, the customer may withdraw from the contract after fulfilling the requirements of § 326 BGB. The customer may only claim damages in accordance with § 326 BGB if we are guilty of intent or gross negligence with regard to the failure to deliver.

If subsequent changes are requested, the delivery time shall be extended accordingly.

Partial deliveries on request from framework agreements can always only be carried out within a reasonable period of time and within the scope of the respective manufacturing possibility.

1.11. Compensation for damages due to delay is - as far as legally permissible - excluded, unless we are responsible for the delay due to gross negligence or intent. We are permitted to make partial deliveries.

2. Payment

2.1 Unless otherwise agreed in writing, our deliveries shall be paid for net within 30 days of the invoice date, in cash or by transfer to one of our accounts without any deductions and irrespective of the receipt of the goods and without prejudice to the right to notify defects.

2.2 However, we are also entitled to demand payment step by step against delivery. In the event of default of acceptance on the part of the customer, we shall only be obliged to deliver after payment of our invoice.

2.3 If a discount has been agreed, it shall be calculated on the basis of the invoice amount and shall only be permissible if all other liabilities from the business relationship that are more than 30 days old have been fulfilled.

2.4 If several invoices or claims are outstanding, we shall be entitled to determine the sequence of repayments even if the customer has stipulated otherwise.

2.5 The offsetting of the customer with a claim is excluded, unless it is an undisputed or legally established claim.

3. Default of acceptance

3.1 If the customer fails to accept the goods within one week after they have been made available and if this period is not extended either, we shall be entitled to set the customer a period of grace and, after the unsuccessful expiry of the period of grace, to withdraw from the contract or to claim damages for non-performance.

3.2 The setting of a period of grace shall not be required if the customer seriously and finally refuses acceptance or is unable to pay the purchase price in accordance with the contract.

3.3 In the above cases, we are entitled to claim 25% of the contract price as damages for non-performance without proof of damage. This does not exclude the assertion of a higher claim for damages.

3.4 Instead of claiming damages, however, we shall also be entitled under the same conditions to dispose freely of the subject matter of the contract.

4. Shipping

4.1 Insofar as the subject matter of the contract is to be dispatched in accordance with the agreements made, dispatch shall be effected without guarantee of the cheapest mode of dispatch at the expense of the customer.

4.2 The risk shall pass to the customer as soon as the subject matter of the contract leaves the factory. This shall also apply in the case of transport by our own vehicles and in the case of an agreement on carriage paid delivery.

Likewise, the risk shall pass to the customer 14 calendar days after dispatch of the notification of readiness for dispatch.

5. Packing

The packaging will be invoiced separately. In the absence of packaging instructions, we shall choose the packaging at our own discretion.

6. Insurance

We shall insure the transport only upon prior written instruction of the customer and at the customer's expense, unless - in the case of deliveries to customers outside Germany - delivery clauses in accordance with INCOTERMS 1990 provide otherwise and unless otherwise agreed.

7. Default of payment

7.1 Default in payment shall occur upon expiry of 30 days from the invoice date without further reminder. Thereafter, we may charge interest on arrears at a rate of 5% above the respective current base rate (Bundesbank discount rate) plus value added tax (VAT) on the interest without further proof.

7.2 If the customer is more than ten days in arrears with the payment of an instalment in the event of an agreement on part payment, we shall be entitled, in addition to the above rights, to refuse performance of the contract by the customer after the fruitless expiry of a period of grace of two weeks and to withdraw from the contract or to claim damages for non-acceptance.

7.3 In the event of default in payment, we shall also be entitled to take custody of the delivered goods on the basis of the retention of title until full payment by the customer. In this case, a withdrawal from the contract only exists if we expressly declare this.

8. Warranties

8.1 The warranty period is 12 months from delivery ex works.

8.2 Our deliveries shall be inspected immediately upon receipt of the acceptance notice or, in the case of shipment, upon receipt thereof by the customer.

Complaints of any kind, including incorrect deliveries and the delivery of excess or short quantities as well as the absence of warranted characteristics, must be notified in writing without delay.

8.3 Goods which are the subject of a complaint may not be installed or resold, otherwise this shall be deemed to be approval of the delivery as contractual fulfilment and shall exclude warranty claims.

8.4 Our warranty shall lapse if reworking, modifications or repairs are carried out by the customer or by third parties without our prior written consent.

It shall also expire in the event of improper installation of burners and fittings, unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear as well as faulty or negligent handling or the use of unsuitable operating materials.

8.5 In the event of a justified notice of defect, the customer shall be entitled to rectification of the defect or - at our discretion - to a replacement delivery. If the respective defect complained of cannot be remedied despite repeated rectification or repeated subsequent delivery or if further rectification or subsequent delivery is no longer reasonable due to this defect, the customer may, at his discretion, demand a reduction or withdrawal and repayment of the remuneration.

Custom-made products are generally excluded from return and exchange.

8.6 Claims for damages are excluded - except in the case of intent or gross negligence or in the case of the absence of warranted characteristics.

8.7 In the case of transfer to third parties, the exclusion of liability is expressly declared and the customer is requested to hand over to the third party the instructions for use (operating instructions) handed over for the operation / use of the products.

9. Retention of title

9.1 We shall retain title to our deliveries until the purchase price plus ancillary claims have been paid in full.

9.2 If a current account is maintained, the retention of title shall also extend to its balance.

9.3 Insofar as claims have been assigned to us, the customer is obliged to provide us with any information and to hand over the documents.

9.4 The customer is obliged to inform us immediately of any intentions of seizure and other access by third parties to our goods or to the claims assigned to us. Costs of an intervention against this shall be borne by the customer.

9.5 Insofar as we take back the delivery item on the basis of the retention of title, this shall not constitute a withdrawal from the contract.

In this case, the repossession shall only be considered as security.

9.6 Claims for damages of the customer of any kind are excluded, unless they are based on intent or gross negligence by us.

10. Fulfilment and place of jurisdiction

10.1 The place of performance for all claims arising from the contracts concluded with us for deliveries, services and payments is our registered office in Baruth / Mark, district of Schöbendorf.

10.2 The place of jurisdiction for all mutual claims arising from the business relationship is Potsdam.

10.3 Unless otherwise agreed with the business partner or unless otherwise resulting from the business transaction, German law shall apply exclusively to all contractual relationships.